The Resistance
by Miz Thang
Summary: Let’s pretend, that, for a moment, Illyria’s great army isn’t dead at the end of Shells, and that she begins a great rise to power, and basically, war breaks out. There’s only one group that dares intervene, known as the Resistance.
1. Prologue

**Title: **Resistance (1/7)  
**Author:** Miz Thang  
**Characters/Pairing: **Ensemble, Illyria/Spike, DS/Angel, WR/OFC, CG/HK, DS/Spike  
**Rating:** FRM  
**Word Count:** 1052  
**Warnings:** Angst. Melodrama. Romance. Character death.

**Disclaimer:** I don't own anything but the little story's idea. Everything else belongs to who it belongs to.  
**Summary**Let's pretend, that, for a moment, Illyria's great army isn't dead at the end of Shells, and that she begins a great rise to power, and basically, war breaks out. There's only one group that dares intervene, known as the Resistance.

**Notes:** This is an ahead-of-time warning. This story only has five chapters, a prologue and an epilogue. This is supposed to tell the end of the struggle against Illyria. If not, it'd be some long drawn out story about the three hundred and fifty years I skipped. It's also quite possible that there could be a sequel. And oh, this story is Spike/Illyria, among other pairings.

_**Prologue**_

_**-2004-**_

After killing Knox, Wesley did what could only be considered the dumbest thing imaginable in the eyes of anyone else. He ran through the portal after Illyria. Only half of her army survived, but it was enough. It was enough to kill him and make Angel want to retreat.

Not that he cared, but more out of respect for Fred, he searched for Spike and found him facing off against Illyria and losing. Badly. The god king was having fun batting the bleached blond around the room as he tried continuously to shut her down. The thin smile on her face was evidence enough of her amusement.

A dozen soldiers ran his way, preoccupying him as the newly-risen god-king made her exit, with Spike in tow. He had a bad feeling the minute she disappeared out the door. He also had an inkling of where she was headed, the question of why she was taking Spike with her in the back of his mind.

Years later, he'd still feel guilty about that moment and how it brought on the centuries afterwards.

**-**

She slipped out of the doors into a new night, two soldiers carrying her caught prize. She'd decided since the moment he attacked her that she would keep him as a pet. For nothing else than that he amused her. He had continued to attempt an attack, even though it was apparent that he would not defeat her. It was a human flaw, weakness. And he had it. Hope. She'd find satisfaction in discovering others, for a half-breed such as him would have more than one.

Satisfied with that decision, she returned to Wolfram and Hart, finding what she needed easily. Her tomb. The two members of her army lifted the sarcophagus up just as Spike made a mad dash for the broken window. There it was again. That flaw. Hope. It flared at the most inconvenient moments. Not that Illyria minded. She'd love to break him in. Make him a good pet.

With a wave, time slowed to her delight. She walked towards his escape route and grabbed him around the waist, letting time resume. He struggled in her grip and she had to admit that it was more enjoyable that he did not desire to be in her company. It was also interesting. In this time where her name was spoken without honor, such as that man earlier that had spoken it without awe, without respect, without fear. But of grief and pain. It had turned her stomach. Maybe he was better off dead, without his pain.

Just then the other vampire, Angel, and his "army" rushed the lab again. She tilted her head and looked at Spike, ever struggling in her death grip. They were once again attempting to attack her, for the reward of retrieving the white-haired vampire that she had now claimed ownership of. She did not believe she would release him.

"Let him go." Angel said. He didn't want to attack her while Spike was still in her possession. If he got hurt, there'd be one less person they had to fight. The last thing they needed was one less person to fight against her. The look on Spike's face didn't help matters any. He struggled, giving Angel a nearly pleading look. Angel didn't think he wanted to be in her company anyway.

She gazed at Angel, her eyes cold, cold as her. She desired him as her pet. And she would have everything she desired, once again. No one would take him away. "No."

At that, the mortals in black armor rushed at her and she watched them, letting out a scream that would hurt any creatures hearing. They fell to their knees in pain, but that had not been her desired effect. Her desire was realized when dozens of her soldiers climbed in through the broken window.

"I will rule once again, vampire. You will not stop me," Illyria said. She had plans. Her rule began. Now.

**-**

Gunn had this distinct feeling that Wolfram and Hart was falling to pieces. Then a chunk of the ceiling fell on the edge of his bed. He forced himself into a sitting position, holding his side as he hurried to leave the room.

Nurses and doctors rushed out the wing, more concerned with saving their lives than the patients. Not that Gunn was surprised; they worked at an evil law firm whose motto was, "We work together, but in a bad situation every man or woman for themselves."

He moved as quickly as he could with stitches in his side, more concerned on what the hell was going on than saving anyone. Actually, in his condition, finding anything, or anyone, would not be of his best interests.

"Get the bloody hell off me, you blue bitch!"

Gunn's attention was diverted to the direction of Spike's voice. He followed the continuous yelling, and found what could only be Illyria dragging Spike down the hall.

"You." She stopped and turned to face Gunn, ignoring Spike. "You will help me; you will be my new Qwa'ha Xhan."

_This is my unlucky day_, Gunn thought. "Uh…no thanks?"

"I will accept no answer other than yes." Illyria said, her voice more insistent, harder.

That confirmed it. This was just one bad day. "Spike, where the hell is Angel?"

"You mean the King of the Big Exit Seconded?" Spike retorted, his face clearly showing that this was the worst day ever, more so than Gunn's.

"What?"

"If you speak of the other half-breed, he retreated while his army was still in battle. This building falls as my army continues to fight his above us." Illyria answered, her answer more direct than Spike's. "Your leader has abandoned you. We will rise to power; eternal life is a promise. Do you agree to my offer?"

It only took him a moment. "Yeah."

Gunn knew this was wrong, this was a bad idea. The worst. It was the one that would damn his soul. If he ever died. And then there was the fact that Angel had skedaddled, left him, Lorne, and Spike to find a way to fend for themselves against Illyria. Gunn didn't care what the excuse was; nothing would ever make him forgive Angel.

And there began the Take Over.


	2. One

**Title: **Resistance (2/7)  
**Author:** Miz Thang  
**Characters/Pairing: **Ensemble, Illyria/Spike, DS/Angel, WR/OFC, CG/HK, DS/Spike  
**Rating:** FRM  
**Word Count:** 2399  
**Warnings:** Angst. Melodrama. Romance. Character death.

**Disclaimer:** I don't own anything but the little story's idea. Everything else belongs to who it belongs to.  
**Summary**Let's pretend, that, for a moment, Illyria's great army isn't dead at the end of Shells, and that she begins a great rise to power, and basically, war breaks out. There's only one group that dares intervene, known as the Resistance.

**Notes:** This is an ahead-of-time warning. This story only has five chapters, a prologue and an epilogue. This is supposed to tell the end of the struggle against Illyria. If not, it'd be some long drawn out story about the three hundred and fifty years I skipped. It's also quite possible that there could be a sequel. And oh, this story is Spike/Illyria, among other pairings.

_**One**_

_**-2354-**_

Night had fallen.

The orange-tinted glow that had recently been cast across the sky had faded, turning pinkish, then indigo, and, finally, black as night arrived.

A total of three hundred and fifty years had passed; the world had changed. Whether it be for the good, or the bad, was impossible to determine. But it had changed.

Illyria had risen, as she said she would, and she had taken power. She had many who instantly backed her up, taken her side. Mostly communist countries in the east. Countries had been claimed, fought over, destroyed.

There were eleven that dared outwardly fight against the god king and her kingdom. They had different methods. Some were even fighting the temptation to switch sides as one or two had already decided…

These eleven were seen as insane, were hated, but, by some, they were admired, awed. Theses eleven were fighting for them. Fighting for their freedom, fighting to restore some kind of balance to this half destroyed world.

These eleven were The Resistance.

-

Her hair was this mix of blonde, red, and brown. And he loved it. It was still as long as before the revolution. He loved to play with it, twist it and twirl it in his hands, while she slept.

He held her in his arms as he thought of the way he'd found her. She'd been hungry, searching for someone, anyone, to eat. For newly risen vampire, she'd proven to be strong. She was more than a minion. She'd been sired as a companion, but then abandoned.

Even now, when there were technologies to allow it, she dare not stand in the sun unless she had to. She let her kin pale, become white as snow, mostly keeping from the human activities.

He leaned to kiss her forehead and she smiled in her sleep, mumbling a word. One word that could wipe the smile from his face.

"Spike."

He understood how Spike had felt when he was with Drusilla. Loving her with all your heart, with everything you had, but never being as good as her sire. It was the ultimate payback. But Spike didn't even know that they were together. That he'd fallen in love with her. If he did, it was just that much sweeter for Spike, he bet. If they came face to face, he had no doubt Spike would use the opportunity to rub her _true_ devotion in Angel's face.

She did awake then, and, a master of facial expressions that he was, he hid the broken hearted look he'd worn moments before.

"Hey." she grinned, unknowing of the inner turmoil she'd caused inside of him, even centuries after her momentary defection to the other side.

"Hey yourself." he replied, forgetting about it. It was a minor setback. She was fine. She loved him. They'd been together longer than spike and Drusilla anyway.

"So," she said, snuggling deeper into Angel's embrace. "What's the agenda for tonight?"

"A sect in Southern Fredica." Angel answered, pulling her closer to him.

"Sounds like fun. Gunn's HQ?" Dawn asked sleepily, really wishing she could sink under the covers.

Every instinct told her that she was a traitor. That she should slam a stake in Angel's chest and get the hell out of there, help take out the members of the Resistance.

"Yeah." Angel answered, sliding out of bed then.

She watched his naked body as he walked towards the bathroom. She wanted to do it. There was a stake under her pillow. He wouldn't even know…

But all she could do was smile, nod, and say, "Great."

-

The light flickered, a flame flaring out. He put his cigarette to it, dropping into a seat.

Great thing about Illyria. She knew how to keep a vampire happy. Liquor, cigarettes, human blood, and a good chase after Dawn every once in a while, and he was content.

He put the stick of tobacco to his lips, taking a slow drag off it before watching the smoke billow out, swirling around in the air and disappearing from view.

"Well? Get on with it."

"Oh. Okay." It came from the speaker phone. A female voice. "Southern Fredica. Gunn's HQ." She said, looking around nervously.

"Who?" He asked. Meanwhile, indicating to Gunn that he should go back to his territory and prepare for the attack.

"Canada States, Mexico and Central." She said in code, referring to the lands Harmony, Connor, Dawn and Angel had chosen to protect. "It's a distraction so that the others can try and win most of Aussie back."

"Good." Spike threw the half-used cigarette into the ash tray. "Make sure they don't realize it's you."

"Got it, boss," came the reply, voice bright though nervous.

Spike's look brightened as Illyria stalked inside. He hung up the phone as she raised an eyebrow in interest.

"What has been reported?" she questioned, heading for her suite.

Spike followed her, sprawling himself across their shared bed as she sat down next to him. "Attacking Fredica's HQ. Just a distraction to hit Australia."

"I will name it Willem." She said, turning to face him.

"Has a nice ring to it." He commented as she leaned forward.

"Named after you." Illyria replied before their lips met in a soft kiss. She pulled back, studying him.

It had never once occurred to her that a simple kiss from this vampire could affect her as it did. That it could give her joy, make her feel powerful and cared for. It did all that and more.

"After we take the red-haired one out," she continued.

"After Fredica's okay," he added.

"Yes." Illyria agreed. She pulled him to her, a shadow of a smile crossing her face. "But, at the moment, I am more concerned with personal pleasure that conquering."

"That, I can help with." he said, kissing her once more.

-

Dawn grabbed a crossbow off the shelf, hoping that Spike wouldn't be at the headquarters. That _Gunn_ wouldn't be there. If they were, she'd fail the Resistance. She'd let them go. She'd stop fighting and, more likely than not, she'd join them, leave.

And she didn't want to. Somewhere…deep inside, she knew she loved Angel. Two hundred years they'd been together. Two hundred and still, she couldn't let go of Spike.

_Faith stood up when the door burst open. "Shit," she muttered, seeing as Spike entered, followed by Gunn and a few armed soldiers._

"_Dawn, run." She said calmly, not even turning towards the twenty-one year old standing behind her._

"_But-" Dawn started._

"_If anything happened to you, I wouldn't forgive myself. This is for Buffy. Go!" Faith said before charging at the attackers._

_Dawn ran._

For three, four years, she'd held onto the hope that the Council would at least try to get him away from the god king. Get to him before it was too late.

But they didn't. They left him. Concentrating on "the bigger picture" was more important. That the hell was the bigger picture?

He was what was holding Illyria together. He was what was letting Buffy only work at half her potential because she didn't want to hurt him. So how wasn't he apart of it? Or did they not care?

_Her footsteps thudded in the empty hall, her heels making loud clicking noises. The sounds of fighting, of Faith committing suicide to save her life was fading away slowly with every step, leaving her with only the sound. The sound of her footsteps._

_She turned to look behind her as she rounded another corner, trying to see if she was being chased. Her long blonde hair whipped around her and she bumped into something and fell back, hitting the floor._

_She pushed her hair out of her face, breathing hard, and it was suddenly caught in her throat. Her breath, she meant. _

_Se stood before her, perfect as the last time she saw him. A minor cut bled on his forehead as he reached down to pull her to her feet._

_She'd heard he was alive. Knew what happened. But she was actually seeing him. She was standing across from him, touching him. "Spike."_

"_Niblet," he said, a genuinely happy look on his face. "Faith, she told me-"_

"_You got away?" Dawn asked. She naturally assumed his intentions were good, because he mentioned Faith in such a concerned way._

"_You could say that," he murmured, holding her close. "You've changed."_

"_I'm twenty-one." She answered, holding on to his shoulders to keep her balance. Just seeing him made her feel something akin to anxious…she so wasn't fifteen anymore._

"_I noticed."_

_Her breath caught once more when he was merely an inch away. And then his lips were on hers and she lost herself, forgetting the danger of seconds ago and holding him close. Not thinking. Nope. Not until she felt him. His fangs in her neck._

_It felt warm, safe, even as the blood left her body. She held on for dear life as her vision swam and pleasure swirled in the pit of her stomach. She felt like she was flying…_

_And then a wrist was at her mouth and she took whatever the liquid was being given to her. She held on for dear life, even as she felt like she was slipping away…_

Dawn shook off the memory. She pulled her colorful hair back and left her room. Angel and Connor were in the front hall of their main headquarters.

"Where's Harm?"

"Making a phone call." Angel answered.

-

Dawn entered the lair as if she owned it, feeling as if this were a stupid idea. Having her pretend she'd switched sides was stupid. If she died, she was so going to come back and haunt their asses. Not that she thought she was going to die. No, the _last_ thing Spike would do was to kill her.

"Where's Gunn?" She asked, bursting through the front doors.

Outside, at all exits, Angel, Connor, and Harmony were making their ways inside, planning to come to her rescue the moment it became too much and she needed out.

"Who wants to-Phoenix?" Gunn questioned as he looked up from his notes. He stood, a grin widening on his face.

"In the flesh." Dawn said, smiling at the endearment and telling herself that it was an act. She was acting. "Where's everyone else?"

"Canada. Planning to attack there," Gunn lied easily. Not that Dawn could tell.

"Spike too?"

Gunn raised an eyebrow, wondering how long he'd have to keep up this act. "He probably left to-"

"Well, if it isn't Nib!"

Dawn froze as he came from what seemed like nowhere, a smirk curving his lips. A bad feeling formed in the pit of her stomach, even as she felt anticipation of what he'd do. _Shit._

"Miss me, pet?" he asked, standing right in front of her. Within reaching distance. Her height. Her match, at least in her mind. Her sire, he was.

She made no move, as he brushed a strand of hair out of her face. Made no move as he pulled her against him, and gave her that smile she'd always loved before her kissed her. And she knew, _she knew_, she should pull away, get the hell out of there, but…it was Spike, and she _had_ missed him, and having him this close felt so good…

Giving in to her desire, she wrapped and arm around his neck.

_Oh, God, help me. _This had really been a bad idea.

-

Angel tried to keep his anger in check as Dawn began to return the kiss with more passion, if possible, than Spike. It burned in the corner of his soul and ell he really wanted was the bash Spike's face in. Still, he waited for his cue before bursting through a window and landing on one knee.

Connor and Harmony also rushed in, weapons at ready. Angel stood. "I think Fredica's over, Spike."

Dawn broke away from Spike, her right hand trembling as she held a stake to his chest. "G-game over."

"Not really," Gunn said, as dozens of Illyrian soldiers rushed through the doors. "It's just beginning."

"Put the stake away, Nib." Spike said, though he was only indulging in Dawn's feeling of the upper hand. But then again, from the look on her face and her posture, she didn't feel too self-assured.

"No." She whispered, trying to be strong. She _was_ strong. A strong fighter, witch, researcher. It just all faded away when Spike was around.

"Fine. I guess I'll just have to take it." Unfortunately for her, Spike didn't love her as much as she loved him. He had no problem hitting her in the face with a hard right.

She flew on her back and when she got to her feet, she found Spike and Gunn to be gone. This was exactly what she had thought would happen. She'd failed.

A circle formed around her and she put the stake away, resorting to hand to hand. She blocked a fist, using the attacker's momentum to spin him into two more as another attacked. She spun to kick him in the gut and sent a second high kick to his face. He stumbled back as she was punched in the face by another.

She couldn't see anyone. Not Angel, not Connor, or Harmony. Just a sea of soldiers. They were overpowered, out matched, and out of luck. Without hesitation, she ducked arms and yelled, "Retreat!"

Harmony punched a soldier and ducked a spear. She yanked it out of another's hands, spinning it to stab an attacked. She broke the handle off, and skewered a second attacker.

She punched a demon in the face and nearly screamed as her nail caught onto the fabric of a soldier's clothing and broke. She gasped, horrified. "My nail!"

_Now I'm mad_, she thought to herself, grabbing a soldier by the shoulders and flinging him halfway across the room. Just then, Dawn's voice rang out and Harmony got out as quickly as she could.

Angel had just put a dent in the soldiers' numbers when Dawn yelled for retreat. He pulled back, seeing a flash of punk and blonde, better known as Harmony, race past and out the door. He followed, Connor and Dawn quickly behind him.

Connor took a deep breath and glared at the others. "I think we can officially call that a failure."


	3. Two

**Title: **Resistance (3/7)  
**Author:** Miz Thang  
**Characters/Pairing: **Ensemble, Illyria/Spike, DS/Angel, WR/OFC, CG/HK, DS/Spike  
**Rating:** FRM  
**Word Count:** 2332  
**Warnings:** Angst. Melodrama. Romance. Character death.

**Disclaimer:** I don't own anything but the little story's idea. Everything else belongs to who it belongs to.  
**Summary**Let's pretend, that, for a moment, Illyria's great army isn't dead at the end of Shells, and that she begins a great rise to power, and basically, war breaks out. There's only one group that dares intervene, known as the Resistance.

**Notes:** This is an ahead-of-time warning. This story only has five chapters, a prologue and an epilogue. This is supposed to tell the end of the struggle against Illyria. If not, it'd be some long drawn out story about the three hundred and fifty years I skipped. It's also quite possible that there could be a sequel. And oh, this story is Spike/Illyria, among other pairings.

_**Two**_

_**-2354-**_

"Why do you do that?" Gunn asked, grabbing a sword and swishing it through the air. It felt nice. Like…like wading through water. Yeah.

"Do what, exactly, Charlie Boy?" Spike asked in return, whipping his own sword around.

"Play with Phoenix like that." Gunn said. They began to spar, the blades of their swords clanging every so often as they moved about the training facility.

"Easy, Gunn. Because I want to." Spike replied, dodging the sword thrust and sending one of his own.

"That's not it, Spike. I can tell."

"Maybe it's not. Maybe it is. Why's it bothering you so much? Don't you have your own girl to worry over?"

"Yeah. Came through on the attack, didn't she?" Gunn grinned, proud of his girlfriend. Sometimes the most impossible thing was the best. Especially for the Illyrian reign.

Illyria then entered the room as they came to a stop. "We're ready."

A grin spread across Spike's face. Just the thought of the hunt…

"This ought to be neat. How about we pay Red a visit?"

-

Willow locked the door to her office and sat at her desk. Another day of pretending to be a regular worker over, she thought to herself with a slight sigh of relief. Having a double identity was so hard.

Her phone rang and she answered it on the third ring. "Hello?"

"Will, it's Dawn."

The vampire sounded extremely upset and Willow frowned in concern.

"What's wrong, Dawnie?"

"We failed. Canada, Mexico, U.S., and Central A. went to see how Fred was doing and failed to have fun." Dawn said. She didn't trust the phone lines and therefore used code.

"It's not your fault." Willow said knowingly. "Maybe there was no fun to be had."

She knew that Dawn blamed herself because of her inability to kill any important member of the Illyrian empire. She didn't understand why, but she knew it as a fact.

"I didn't say it was." Dawn replied shortly. Ever since she'd become a vampire, she was less open about what she was thinking, except when she'd spent that time as Phoenix. And then, when she came back, she'd been even more subdued, and told even less about her feelings, unless it was anger. And that was mostly directed at Hope anyway.

"You didn't have to. I-I get that he's your sire and everything, and I'm sure everyone understands too-"

"They think I'm playing double agent. I-I feel like it. To them, I'm still Phoenix. For…for fifty years, I killed every Slayer I could and enjoyed doing it. You can't tell me that after…I set Angel on fire and staked Drusilla for _looking_ at Spike."

"_Knock, knock, someone's home…" Phoenix called out, entering the dark house. A sniff in the air made her aware of someone running towards the back. She followed, smiling eagerly. "Let' play a game."_

_With a small spell, she was at the back door. She watched with a feeling of pleasure as the slayer turned frightened eyes upon her and began to back away. Phoenix moved forwards quickly, catching the young girl by the throat and lifting her in the air. "I've been living off slayer blood for fifty years. I feel _good_." She yanked the slayer's head to the side and drank._

"There are things they locked away from me…things I knew about them. Locked away in my own damn mind." Dawn continued bitterly as she shook away the memory with a bout of guilt.

The only thing that had stopped her from killing more was the soul they'd been forced to stuff in her. A curse made up by willow and Sandris had put it in right and proper and made her run away from Spike, though she longed for him. And still did, obviously.

"We'll find the right spell soon, Dawn. We'll…we'll overthrow Illyria and there may be hope for Spike and Gunn yet." Willow said reassuringly.

"Yeah." Dawn wasn't even half as optimistic as Willow was. She'd heard this from the redhead for the past three hundred years and still, they were fighting, still having yet to rid this earth of the god king. "One of these days, I'm going to prove why you just should've staked me."

"Dawn-" Willow started.

"I-I have to go. I think Angel's mad at me."

"What happened?" Willow asked, dreading the answer.

"Spike…Spike kissed me. And I didn't exactly push him away, either." The vampire replied somewhat sadly.

"Oh." Willow paused. "That's not good."

"You preacher, me choir."

"Oh. Sorry, Dawnie." Willow was about to give reassuring words as there was a knock on the door. "Good luck with Angel. I have to go."

"Okay." Dawn said.

They hung up and Willow got a bad feeling in the pit of her stomach. She stood slowly, making her way to the door with every bit of caution. "Who is it?" she asked tentatively.

"Honey, open up," a female called out. "Reservations at the restaurant are in an hour and I teleported all this way-"

Willow unlocked the door quickly, convinced that it was her girlfriend, Sandris, that she'd find on the other side. She realized her error when Illyria gave her a thin smile of triumph. Shit, Willow thought, attempting to close the door back.

Illyria caught the door and forced it open, making Willow tumble back. "You will pay for you miscalculation." The blue god king said, her voice normal once more. She moved quickly, back handing Willow and watching curiously as she flew into the wall across the room. Willow's back hit the wall and she slid down, pain blossoming in her body.

Ironically, Willow's only thought was of her immortality. That she was lucky no one but Spike could kill her and that she was lucky he wasn't there.

Screams became evident throughout the building as they neared and disappeared, and she realized their true mistake. Not letting Illyria in. Thinking Gunn had let accurate information slip to Dawn so easily. Gunn had purposely lead them off base by telling them that the Illyrians were attempting to take Canada from Harmony, when they'd really been more interested in attacking Australia.

Illyria now lifted her in the air by her throat, squeezing painfully. "Let me go," Willow gasped.

"And postpone your death?" Illyria asked, not mentioning that it would disappoint Spike to not have his chance at killing her. "I don't think I will."

Willow closed her eyes, letting out a slow breath. An unnatural wind blew, riling up her hair and Illyria's, swirling around them. Willow closed her eyes tighter.

"Stop your spell." Illyria said before letting Willow out of her grip with a hard shove.

Willow's back hit the corner of her desk and she rolled over to hit the floor as the spell reached its peak and she disappeared, safe from the Illyrian leaders for one more day.

-

It happened in Sydney, Australia. Illyria stood a top a building in the center of the city with Gunn and Spike at her sides, glancing down at the followers that surrounded her, cheering joyously at the final victory over the land. They didn't care who won as long as the fighting stopped.

She talked over their cheers of having one central leader throughout the entire world, of a leader with enough power to care for their needs, to protect what was theirs. And that this person was her. She talked of unity and of destroying those that dare oppose her plan for a new world. She talked of all this and more, the screams of triumph the humans and demons below egging her on.

"Today is a wonderful day," she declared in a loud, booming voice. "A day of much celebration. The oppositionists of this territory have run out; we are successful. Australia is no more and the reign of Willem begins at this moment!"

More cheers erupted as they rejoiced in the light of no more fighting. It had been conquered and they were marginally safe once again.

-

Willow awoke in a cave. She had lucked out. Not deciding a location before teleporting could have killed her. By now, she figured Australia had been taken over and her absence had begun to take affect.

She climbed to her feet and stumbled out into the day light. She wanted to do another spell as she trudged through the grass, but she'd knocked herself out with trying to get away. She'd have to wait another day or two before she was powered enough to travel to the United States, or whatever was left of it.

-

Dawn hadn't talked to Angel since the mission. Not a real conversation. _Did you call Willow?_ Yes. _Is everyone downstairs? _Yes. _When's the next attack?_ Two days' time. _Did you check inventory?_ Yes.

She'd woken up from another day of sleeping on her side of the bed by herself, hearing the shower running. She sighed at the sound, shaking her head as she slid out of bed.

She felt a whoosh of wind and paused. She didn't need to turn around to know who was there, but she did anyway. She wasn't surprised. "Spike."

"How's things with Peaches, Nib?"

"Why are you here?" She asked, taking a step back when his hand brushed her arm. "Don't-do that."

The beginnings of a smirk formed at the edge of his mouth. "Why not, Dawnie?" He stepped further into her personal space, his grip on her arm tightening so that she was unable to back away. "I missed you."

"No, you don't, Spike. You miss the idea of me." Dawn whispered, even as he brushed stray strands of hair from her face.

"There's a plan, Nib. And you're a special part of that plan. You have to remember that."

"No, I don't." She replies stubbornly, stepping away from his touch.

He gave her a look. "Fine. Have it your way. It'll just have to be a surprise." He swung her around and she landed on the bed harshly. She found him to be gone.

Dawn sat up sharply in bed and noticed Angel sleeping at her side. His arm hung around her waist. Maybe she'd just imagined all the tension.

Angel woke up soon after, not saying a word to her and going to take a shower.

Or maybe not.

-

"This isn't good," Yane murmured as the Resistance watched Illyria announce that Australia would from then on be called Willem. He turned back to the others. "It really isn't."

"I'm more concerned about where Willow is." Sandris snapped from her position on the couch. "I can't contact her."

"If she used magic, maybe she's tapped out right now. You can't communicate when you have no energy." Sari, a regular girl with vendetta (they'd killed her parents, and she vowed they would pay), said.

"Or she'd just dead." Astin commented, despite the dark look Sandris sent his way. "Let's be realistic here; they're not going to hi us on the hand and say, 'don't do it again.' They're out for blood."

"Not all of us," Hope said bitterly and glanced in Dawn's direction.

A growl began in the base of her throat. Harmony gave her a reassuring look. Only Hope had a problem working with four vampires and a demon.

"We know that's not true. If Spike had caught Will and killed her, he'd want to flaunt it. There's no way he'd pass that up." Dawn interjected.

"So, is this a smart idea?" Harmony asked, "Being away from our bases? Canada's on the verge of a take over. I guess I'm not much of a force up there."

"You do fine." Connor said, smiling at the blonde vampire. Oh, yeah, he tried not to make it obvious, but there was no way the pretend that he didn't have a gigantic crush on the vampire. Or maybe it was lust. Either way, Dawn thought he was enamored.

"Ask Dawn. She might know." Hope continued to needle the youngest vampire as Angel remained resolutely quiet. By now, he'd have told the slayer the shut up. "After all-"

"Shut up, Hope. Just shut _up_!" Sandris yelled. She'd had it. Willow was missing, quite possibly dead, and Hope wanted to spend the meeting acting like a bitch unnecessarily?

She shut up, surprisingly. They all turned to look at Sandris and she stood, shaking in her temporary leadership position. "We don't have time for this. Everyone will go back to their bases and wait. Will-she'll contact me. And if we have to, we'll plan to blow the entire continent up. Things are getting serious."

She flopped back onto the couch, all her anger and worry that had given her adrenaline gone.

Everyone filed out. Dawn was standing by the door quietly. Most of the others continued on, not really caring about whatever confrontation that was about to happen. These people includes Astin, Angel and Miller-the demon Hope had a problem with, though not half as much as with Dawn.

Yane and Sari leaned against the wall, betting each other playfully on what would happen when Hope stepped outside the den's door. Connor soon joined them, as did Harmony.

And then Hope emerged. Dawn's hand hit the wall, inches before the Slayer's face. "What's your childhood trauma?"

"You sound so old." Hope dismissed her.

"Guess what? I am." Dawn said, her voice taking on a dangerous tone. She felt different, like before, like _Phoenix_. "I'm going to tell you once. And only once. Don't piss me off. I'm not some minion vampire, or fledgling. If I was on the other team, I'd be like the freaking princess. And don't forget that I've killed more experienced slayers than you. So, don't fuck with me."

With that, Dawn backed off, and walked away. Yane let out a small whistle, watching Dawn leave. That was exactly why she was the woman of his dreams. He looked back at Hope with a satisfied smirk. "Who got told?"

Hope glared at him. "Shut up."


	4. Three

**Title: **Resistance (4/7)  
**Author:** Miz Thang  
**Characters/Pairing: **Ensemble, Illyria/Spike, DS/Angel, WR/OFC, CG/HK, DS/Spike  
**Rating:** FRM  
**Word Count:** 1911  
**Warnings:** Angst. Melodrama. Romance. Character death.

**Disclaimer:** I don't own anything but the little story's idea. Everything else belongs to who it belongs to.  
**Summary**Let's pretend, that, for a moment, Illyria's great army isn't dead at the end of Shells, and that she begins a great rise to power, and basically, war breaks out. There's only one group that dares intervene, known as the Resistance.

**Notes:** This is an ahead-of-time warning. This story only has five chapters, a prologue and an epilogue. This is supposed to tell the end of the struggle against Illyria. If not, it'd be some long drawn out story about the three hundred and fifty years I skipped. It's also quite possible that there could be a sequel. And oh, this story is Spike/Illyria, among other pairings.

_**Three**_

_**-2354-**_

Sandris sat on her living room couch, reading a love letter Willow had given her more than a century ago. An undercover mission had made sparks fly and the connection felt had been mutual. In retrospect, it seemed not too long ago that she was that seventeen year old witch that ran into Willow in a store and told her she wanted to join the Resistance. Ten minutes later, the worldwide spell hit and they were immortal.

Then she heard it, as it brought her out of her musings. It was a whisper at first. _Sandy_? And she'd instantly known it was Willow.

_Willow? Oh, thank God. Well, not God, because of your whole, but-that doesn't matter. Are you okay? Are you hurt? What took you so long?_

_You sound concerned. It's cute._ Willow replied cheerfully._ I teleported. Took me three days to get back me energy. How's everyone?_

_Angel and Dawn are being weird. Connor really does need to just kiss Harmony. And Dawn threatened to kill Hope._ Sandris answered.

_Wait-soul! We-we put a soul in her!_

_She and Hope hate each other. A Soul isn't going to do away with that._ Sandris said._ When can you come back?_

"I was kinda hoping now." Willow answered, and Sandris was amazed because she could hear her, not just in her head, but as if she was right-

Sandris turned and nearly cried. There was Willow, dirt smudges on her face, a few leaves here or there, red and blonde hair a tangled mess. Her Willow.

She jumped out of her seat and hugged the other witch tightly. "Oh, God, I'm so glad you're back!"

Willow smiled into the crook of her neck, knowing Sandris could feel her joy. "Me too."

-

"That was Sandris," Dawn said to Angel as she hung up the phone. "Willow's back."

He nodded in acknowledgement but didn't answer her. Yesterday, she felt guilty-because she knew she'd done something that was just on the verge of unforgivable considering everything, but right now, she felt as if he was just being a big fat poopy head.

"Stop it." She said. Her voice was low, desperate, and reminded him of when she first woke up as a vampire.

"_Dawn?" Angel questioned hesitantly upon seeing the girl, not that he was a girl anymore really. She'd been missing for a few days and…he smelled Spike on her. She also didn't look so healthy. All his instincts were screaming that something was wrong with her._

_She collapsed into is arms and he caught her quickly on instinct. "Blood." It was low, and filled with need and desperation._

_That was when he understood exactly what Spike had done. He'd killed Dawn, turned her into a demon of his own creation. And he left her to learn alone. Angel also suspected Faith was dead; no one had found her body, or her for that matter._

_He should have staked her. There was one in the inside pocket of his jacket. He could just pull it out and end it, save her good name._

"_Help…me…" Dawn pleaded._

_He couldn't. That was the moment when he realized that Dawn wasn't all that different as a vampire._

"What?" Angel turned to face her.

"Stop…stop pretending I did something wrong. It wasn't my idea and I didn't want to go in anyway."

"You were the only one they wouldn't kill on sight." Angel replied, standing up to meet her anger head-on.

"You could've chosen a different plan." Dawn stated. "I didn't have to play 'Phoenix.' You just wanted me to. Was it a test? Trying to decide if I'm trustworthy or not? If I'm over my sire?"

"That's a lie." Angel protested weakly. That was exactly what it had been. A test. After she said Spike's name wile sleeping, he'd needed to see if she was still in love with Spike.

"Really? Say it like you mean it." Dawn retorted. She saw the guilt in his eyes. "That's great. A test! A fucking test! What; you don't trust me anymore!"

"Dawn, it's not that. I just can't help thinking-"

"I'll be Phoenix again." Dawn smiled bitterly. "I think about it sometimes. I think that is was easier then. Didn't have to care. About anything. I didn't before then, but, suddenly, it was okay. And, I kinda felt like it got stolen away. Like…like heaven or something. A-and you were there for me when Spike left me…again…and again…and _again_-"

"Dawn-" Angel started, his face showing concern and he took a step forward.

"I-it was you when they shoved _her_ in me and started calling me Dawn again. You cared a-and that meant something and you knew that I fell for Spike time and time again no matter how much my common sense told me it was a bad idea…you know that I still do even though I love you…and I do. Love you. But I keep doing it."

She looked up at him, blue eyes bright and on the verge of tears. "Why do I keep doing it?"

Dawn had never had the chance to grow up, have a healthy life, and she felt small and fragile and childlike. She didn't want to feel like she could break. She hated this weakness. She hated that she had no control over it. And she hated Spike for making her weak.

That was what had Angel surrounding her in his arms and holding her as she cried over what, in a few hours, would under the surface be nothing.

Angel held her until her tears died down and it hit him again how much he loved Dawn. In so many ways, she was nothing like Buffy, and he would never dream of comparing her to her older sister. Ever. Not now especially.

"You okay?" He asked when she was done.

"Never. But life goes on." She replied, her voice shaky. She took a step back from him, feeling a bit embarrassed as she raised her eyes to Angel's. She sniffed a bit as he wiped away a stray tear.

She leaned forward; she was a bit weary as to how he'd treat her. Only he accepted her intention, pulling her closer as their lips met. It was a vicious cycle though. Spike would sweep in, turn their lives over, she would break down, he would comfort her, and then, they would wait another decade or so for the pattern to repeat.

There was a knock on the door, breaking their kiss. Dawn smiled lightly at him, happy to be back in his arms, happy that they were okay. "I'll get it."

He returned her smile and she felt even lighter. She went to their door and pulled it open to reveal Yane leaning on the wall across the hallway.

"What's up?" Dawn asked.

"Sandris and Willow are here. Everyone's waiting for you and Angel."

"We'll be there. Give us a few." Dawn answered. She turned back around to face Angel, leaning on the door until it closed. "When I was…thirteen, I think…I had a crush on you." She admitted. She snapped open the button on her jeans.

Angel smirked just a bit, sitting at the foot of the bed. "Did you?"

"Yep. I thought you were…really cool…really sexy…I hated Buffy." She slid the zipper down and eased the pants over her hips.

"Oh." He watched her shirt fall to the floor.

She placed a knee on the bed, pushing him back. Their lips met and Dawn gave him all she had to offer. Damn the meeting. "Angel, I-"

There was a period of hard knocking on the door, followed by Yane yelling, "Save the make up sex for later!"

Dawn smiled down at Angel, never having felt this completeness before. She felt whole. And the last time she felt that was-

"_Nib?" Spike called out as he entered her room. _

_Dawn looked up and could tell from the look in his eyes that something had happened with Illyria. They'd fallen out again, and it was Dawn's job to pick up the pieces._

_She slid out of bed and took him in her arms. She hated this. What did that ice cold blue bitch do for his love? Why did Illyria deserve it? Certainly awn would treat him better."_

"_Tell me you love me." Spike whispered in her ear._

_Dawn didn't think anything of it; she'd never heard those words before, didn't know the history behind them, or why Spike was saying them. "I love you, you know that."_

"_Tell me you want me."_

"_I want you. I always want you." Dawn was caught off guard when he pulled her into a harsh kiss._

_"And you'll never leave me."_

_"I'll never leave you."_

_Within moments, she found herself caught up in the passion. Unbidden, a smile lit her face as Spike mumbled against her skin, hours later, that he loved her-a mantra, repeatedly._

-when she'd had her last time with Spike. It had been beautiful. Just sensual, and it made her feel loved. She'd been in his arms, feeling wonderful, when they shoved her back in. The soul. Dawn.

-

Willow stood when Dawn and Angel entered the room. She raised an eyebrow at their latched hands and came to the conclusion that Angel and Dawn had finally made up. Dawn grinned at her and it was official.

"We have a traitor." She announced after everyone quieted down.

"What?" Astin asked, confused-as was everyone else.

"My offices, my headquarters, in Australia, were hidden. Top level information. We had a front as a lucrative business. Illyria shouldn't have known how to get in, how to find where I was…"

"So, then you're accusing one of us of being Benedict Arnold?" Connor asked in an attempt to sum up Willow's minor speech.

"Exactly," Sandris answered.

-

"I believe this success is a cause for much celebration." Illyria said to Spike as they left the celebration of victory behind; Australia had celebrated this past week of finally having some peace.

"We were just at one." Spike replied.

"Yes, but I meant you and I, alone." Illyria countered.

Spike smirked. "Yeah? What are you going to do for it?"

"At this moment, anything."

Spike grinned at this answer. It was a devious grin. "Race? Catch me if you can."

Illyria watched for several moments as Spike raced down the hall and around the corner. Illyria then decided to humor her love and took off after him.

-

Her heels clicked against the tiled floor. In some ways, she felt kind of bad about this, but they helped her. If it hadn't been for them, she'd be dead. And this was where her loyalties lied.

Two guards waited for her and she followed them up to the second floor of the Fredica head quarters. Soldiers moved out of her way and she smiled a bit. _This_ was what respect felt like. _This_ was what she needed. Respect. Gunn gave it to her.

"Hey, babe," Gunn swept her into his arms as she entered his suite and they kissed, traveling to his bed.

"Hi…they…think…there's…a…traitor…" she said in between kisses.

"I missed you."

"Missed you too."

God, did she. It had been a whole month before she made it back into Fredica's territory for a little time together. She'd missed him so much."

"Yeah," has asked, undoing her clothes.

"Yes," she hissed, nodding. Harmony began to grin as she thought about it. They'd never know it was her.


	5. Four

**Title: **Resistance (5/7)  
**Author:** Miz Thang  
**Characters/Pairing: **Ensemble, Illyria/Spike, DS/Angel, WR/OFC, CG/HK, DS/Spike  
**Rating:** FRM  
**Word Count:** 2251  
**Warnings:** Angst. Melodrama. Romance. Character death.

**Disclaimer:** I don't own anything but the little story's idea. Everything else belongs to who it belongs to.  
**Summary**Let's pretend, that, for a moment, Illyria's great army isn't dead at the end of Shells, and that she begins a great rise to power, and basically, war breaks out. There's only one group that dares intervene, known as the Resistance.

**Notes:** This is an ahead-of-time warning. This story only has five chapters, a prologue and an epilogue. This is supposed to tell the end of the struggle against Illyria. If not, it'd be some long drawn out story about the three hundred and fifty years I skipped. It's also quite possible that there could be a sequel. And oh, this story is Spike/Illyria, among other pairings.

**_Author's Note:_** Two to go snicker. Here's an update, with a very unexpected something, considering what I just said…

_**Four**_

_**-2354-**_

"I'm bored." Spike said as he and Illyria lay in a tangled mass on their bed. Illyria was splayed on top of him, and propped herself up on his elbows at his sudden comment.

"You almost always are." She responded.

He liked her hair. Completely random, but over the years, the brown had faded to blue more and more. He took it as a sign of power. Of her growing power. That she was still powerful, and would forever be. There was no other alternative for her. His Blue Goddess.

"There has to be something to do."

"We have a missing witch to find. She has returned to the others by now, I've no doubt." She disentangled herself from Spike and slid out of the bed, stretching her muscles. She didn't do it out of necessity; she did it out of the pure desire.

"And eventually," Spike started, sitting up and watching her closely, "they'll make a plan to attack Willem." He watched her pull on her robe.

Illyria turned to face him, a bit of a frown on her face. "Impossible. Our army is invincible. I gave you only the best defenses."

"Yeah, but if we knock Red off the team now, we'll be one step close to total domination." He replied, acting on her totalitarian side, the side of her that wanted to conquer and rule as she'd done for millenniums a time long ago. And he'd make sure that time turned once again.

She looked thoughtful for a moment. "All right. We will kill the witch today."

-

Willow gave Sandris a look. "Sandy, I'll be home in three days."

Sandris didn't want her to go. Understandable, really. The last time Willow had been in her region of what was now Willem, Illyria had tried to capture her for Spike to kill. Sandris didn't want her to die. It'd kill her to have to live without Willow.

"No." Sandris replied. Let her sound five; she didn't care. "No!"

Willow pouted. "Sandy-"

"No!" You don't know what'll happen today, or tomorrow, or the two days after that! You don't how bad it hurt when I thought you were dead! I felt like my heart had been ripped out! You can go to Willem if you want, but I'm not happy about it and I won't pretend I am!"

Willow let out a sigh of sadness as she watched Sandris leave the room, slamming the door closed behind her.

She bent down to pick up her shoulder bag and hefted it onto her shoulder. She had to estimate their progress in converting Australia into a colony so they could determine how to attack. Why couldn't Sandris understand that The Resistance was what really mattered?

-

"_Do you know what really matters?" Buffy asked, looking at every human, every slayer, every vampire, demon, witch-every fighter dedicated to their cause. "The mission. The Resistance. The Resistance is what really matters."_

-

Dawn had a bad feeling as she, Angel, and Willow entered the airport. And she'd realize later that her bad feeling had been a sign, another step in the plan she'd forgotten.

They reached Willow's gate with ease, just as passengers were being called to board. She turned to face them before boarding, and that would also be her mistake. "Tell Sandris that I'm sorry, okay?"

"Got it, Will. Now, get on-" Dawn was cut off as she sensed something about to happen. Angel turned the same way as she, a frown on his face.

"Dawn, willow, get down-"

At that exact moment, the window right by their gate shattered, spraying glass bits everywhere. Dawn tackled Willow to the ground and Angel landed next to her. They covered their heads as screaming and panic erupted. Dawn knew exactly what her bad feeling had been by now. She'd been itching at the prospect of an ambush.

-

Spike stepped through the window and took a deep breath before sighing in contentment. He felt like he was back at Sunnydale High, ruining Buffy's night…_good times_…

Dawn stood first, and her eyes widened. _Oh, God, please not now_.

"Hey, Nib, where's Red? We've got unfinished business." He said.

Dawn pulled Willow to her feet easily and shoved her in a direction that was away from Spike. "_Run_!"

Armed soldiers flooded the airport and attacked Dawn and Angel as the redhead stumbled and took off down a hallway. Spike was, for once, more preoccupied with his mission and that was to find Willow. Though the prospect of watching Angel fight for his had some advantages.

Taking Willow's lead, he found himself in a hallway filled with closets. There was a sneeze and he had to appreciate that she'd hid with something she was allergic to. "I think I'm getting close…am I getting close? Tell me, Red, hot or cold?" Spike asked. He let out a laugh that could have made anyone shiver.

He turned to the third door. "Peek a boo," he said, kicking the door open and grinning nastily at Willow. "I see you."

-

Dawn had a really bad feeling as she was tossed into the nearest wall. She fell on her back and groaned, rolling to her feet as quickly ad possible.

She grabbed a nearby chair and knocked a soldier down. Last she'd heard, they were becoming pretty much invincible. Bad for her, good for Illyria.

A punch to the face sent her off her feet and flying back, into the wall. Her head cracked against the plaster and she slid down to the floor. As her vision darkened, she had one thought.

_This can't be good_.

-

Angel saw Dawn go down and a feeling of terror gripped him. He tossed a soldier across the room and raced Dawn's way until her found himself flat on his back.

Illyria stood before him, flexing her left fist. She wore a thin smile. "Phoenix is in no danger. You, however, are."

-

Sandris sighed after taking a few deep breaths. Willow would be okay. It was okay. Everything would be fine.

It had taken her a half hour to convince herself that the trip would go over fine. And what happened in the next moment brought all those insecurities back.

"Sandy!" Hope yelled, running into her room. Yane and Miller flanked her two sides.

Sandris looked at them. "What?"

"Turn on the T.V." Yane said.

Sandris frowned, but did as she was told. A news reporter was on the screen.

"-to Anna Meson at the scene, describing the events. Anna, what is happening?"

Sandris' would was falling apart as the scene on the television turned to the airport, a tiny woman standing before it, though many yards away from the area.

"Thank you, Eliza. This airport is a disaster. It is believed that members of the elusive Resistance brought our merciful leader to this airport. So far, ten humans, three demons, fifteen vampire, and two witches are among the casualties found in this attack. With us is Samantha Ti-"

Sandris turned the television off and faced the three than came to tell her. "Willow's dead?"

"We came to ask you." Miller said. "If anyone, you should know."

Sandris nodded, standing. "We're going to the airport."

"But, expos-"

"I don't care." Sandris cut Hope off. "I won't risk anyone for The Resistance. Especially not Willow."

-

Willow held her hand out as Spike reached for her. He flew back into a wall and she ran. Her breath came in short gasps as she took this run for her life. She turned back to see where he was, but didn't see him at all. She slowed down and moved forward, turning back to see where she was headed. She screamed when she saw that he stood before her, frowning as if it had bothered him that she'd used magic to defend herself.

"Forget already, Red? Just like Illyria now, aren't I?" he asked. "Ever since the explosion on 2009. And it's all _your_ fault, isn't it?"

"Spike…_please_…" she resorted to begging. If there was any compassion in his heart…but no. No there wasn't. Because she'd killed it. She'd made him the monster he was at the present, because she'd been trying to make Dawn happy and save Buffy's sanity. And it hadn't worked, had it? No, it hadn't. Buffy had died in the middle of her own hallucination, and Dawn was an eternal vampire, and miserable-even if she'd never admit that she missed and needed Spike.

"Tried to save me, didn't you? Found out that I had become Illyria's only weakness." He said. "Smart girl, Red."

"I-it wasn't only that, Spike. B-Buffy a-a-and Dawn, they-"

"Needed me. Were worried about me. Wanted to save me. Heard it all. This is how the story ends." He replied, brushing off her attempt to save her life.

"I just-I can stop them. The-The Resistance. I'll just stop them, and we can…we can pretend this didn't happen. You can rule all you want. Promise."

"Love to, Red. But, I want to." Spike said. "You're not getting it. I _want_ to kill you."

Willow found herself against a wall in less than a second. She felt her eyes tear and her vision blurred as he tightened his grip on her neck. "Please, no."

Spike gently pushed her head to the side. "Death can be fun. Too bad you aren't coming back."

She shut her eyes as fangs descended on her and entered her neck. She gasped in pain, because it did hurt. Two single tears ran down her cheeks as she thought of Sandris and the promise to be back, to come back to her. And she wouldn't. Not alive, anyway.

Her vision blacked, and then it was all over.

Spike let go of her and stared at her body as it slid down the wall and then lay still on the floor.

Willow had tried to help him. But she'd been too late. In a spell attempt, she'd created a worldwide magical bomb. He, the subject became the…the Slayer, in a way. He was the only one able to kill any non-demonic supernatural power. Witches, Slayers, Connor, Dawn.

He turned and walked away, mission accomplished. After all, the mission was really mattered.

-

Sandris and the rest were too late. They ran past the authorities, fighting their way in, only to find Illyria and Spike leaving calmly. Sandris had slowed down for a moment, only watching him, before panic set in and she ran.

Dawn was passed out in a corner and they found Angel (and it made her sick) pinned to a wall, a sword handle protruding from his shoulder. And so, Sandris ran. She ran and searched every inch of the airport until she found her. Sightless green eyes stared up at the sky and her long hair was splayed about her head like a halo.

Something rose up in Sandris' throat and she sobbed. "No." Her heart pounded hard in her chest as she blinked, as if she were hallucinating. "No." The room spun on her. "No! I told you! I told you; I told you; I told you!"

She fell to her knees and hugged the body to her. That's all it was. A shell. Nothing more, nothing less. She ignored the glaring bite marks that she knew belonged to Spike and searched Willow. She found a note in the jacket pocket. What she read made her feel sick. Willow had planned on running into Spike.

_I, Willow, sign my soul, my innocence, my life to you, Illyria. This world is my fault and I will undo it. I plead for forgiveness, but it doesn't matter anymore. It is my fault you have all this power-through Spike, that Spike is the way he is, and I did not have this purpose in mind. Take my soul, please, but leave the world alone, Illyria. This is signed in my blood. Holy._

_Willow_

Another sob came forth. _Why, willow, **why**_?

-

"I'll kill the fucker." Sandris said, tossing a stake back and forth. It levitated and shot through the air in front of Connor.

"You can't." He replied. He felt sorry about Willow too, but, what could she do? Willow was a master at magic. Spike killed her. Sandris had been little more than a child when the explosion happened, only dabbling in small things.

"The hell I can't." Sandris replied. "If I can't kill him, I'll personally send him to hell. Watch me."

"All I'll end up doing is watching you get killed. Stop being stubborn and stupid." Connor nearly begged. When they had returned, it hadn't been easy. A letter had appeared out of nowhere, reading:

_If one's a traitor, and one's top secret, that only leaves nine. But then one's protected, and so eight. But then, there's Willow, whose oh-so-very dead, and that leaves seven. So, who's next?_

_Spike_

Sandris had freaked out, appropriately. She'd gone on about sending that "bleached bastard" to hell, even if it killed her. Connor was the only one daring enough to attempt to call her on how stupid of a plan it was. There was no plan.

"He killed her! I loved her for three hundred forty years, and he killed her!" Sandris yelled, then falling to her knees with a sob. All the weaponry collapsed to the ground around her.

"Now isn't the time. But it'll come." Angel said from the doorway. "Believe me, Sandris, it'll come."

And it would, but for who, and what exactly?


	6. Five

**Title: **Resistance (6/7)  
**Author:** Miz Thang  
**Characters/Pairing: **Ensemble, Illyria/Spike, DS/Angel, WR/OFC, CG/HK, DS/Spike  
**Rating:** FRM  
**Word Count:** 2059  
**Warnings:** Angst. Melodrama. Romance. Character death.

**Disclaimer:** I don't own anything but the little story's idea. Everything else belongs to who it belongs to.  
**Summary**Let's pretend, that, for a moment, Illyria's great army isn't dead at the end of Shells, and that she begins a great rise to power, and basically, war breaks out. There's only one group that dares intervene, known as the Resistance.

**Notes:** This is an ahead-of-time warning. This story only has five chapters, a prologue and an epilogue. This is supposed to tell the end of the struggle against Illyria. If not, it'd be some long drawn out story about the three hundred and fifty years I skipped. It's also quite possible that there could be a sequel. And oh, this story is Spike/Illyria, among other pairings.

**_Five_**

_**-2354-**_

"Hey, guys!" Harmony called out cheerfully as she entered the head quarters. She got no answer and frowned a bit, wondering if there'd been a mission today. "Hello?"

Dawn leaned against the wall. "Where were you, Harmony?"

"None of your bees' wax." Harmony retorted.

"I can smell Gunn on you."

"And don't I smell just a bit of Spike?"

It was a stalemate. Dawn wouldn't tell anyone about Harmony doing whatever she did with Gunn (even if she was quite possibly the traitor), because Harmony wouldn't hesitate to tell about Dawn visiting Spike, often (she'd found this out from Gunn). Dawn idly wondered why Angel didn't notice, like Harmony did.

"What happened today?" Harmony asked. Gunn hadn't, wouldn't, tell her what had happened when Spike and Illyria went after Willow in the airport.

"Will's dead. Spike killed her." Dawn said, every word that came out of her mouth bitter.

Harmony's face was one of picture perfect surprise. Dawn almost immediately felt bad; of course Harmony wasn't the traitor. She couldn't pretend that well. "Oh…oh my God."

"I know. In three days, we're attacking Willem. Taking it down-for Willow." Dawn said. "It's going to be Sandris-"

-

"-Connor, Hope, Yane and me." Harmony said, taking a seat on Gunn's bed.

He smiled at her and leaned forward for a kiss. "Good to know, Harm."

She smiled at him. "Anything for you, baby."

-

Gunn entered Illyria and Spike's suite first ting the next morning. "Info!"

Lucky for him, they were already up. But then again, as fast as they had a tendency to move, they could've been having sex or something…which brought him back to Harmony and the information that she gave him.

Spike raised and eyebrow. "What?"

"Harm came by last night. Canada, U.S., South Americas, and South Asia attack Will in two days' time." He answered, taking a seat on the couch.

"This is an interesting development." Illyria said, standing.

"If you say so." Spike muttered. In a louder voice, he said, "Well, we don't have to worry."

"What do you mean?" Illyria asked.

"Had a plan, sweets. And Dawn is very essential. She just doesn't realize it yet."

"Do we get any hints?" Gunn asked, a grin on his face. He should've known; Spike wasn't messing with Dawn as much as usual.

"Let's just say, nothing last forever. Not feelings, not souls."

-

Angel cornered Dawn. "What did Harmony have to say?"

Dawn shrugged. "You know Harm; she had a date."

"A date?" Angel asked incredulously.

"Yeah. Sort of. Just-let it go. She went." Dawn replied. She wasn't going to expose Harmony. She didn't know what exactly was keeping her from telling that Harmony might very well be the traitor, but she needed to get it out of her system before it became fatal.

-

Sandris didn't trust the Resistance anymore. She'd never admit to it, but she really couldn't. Someone was a traitor. And, until they found out who that was, no one deserved her trust.

Hope was busy attempting, and not succeeding, in glaring a hole into Dawn as the youngest vampire sparred with Yane. They moved quickly, only attacking and blocking until, quite unexpectedly actually, Dawn kicked Yane in the kidney and watched dispassionately as he flew back into the wall.

"Dawnie?" Harmony turned to see the girl, biting her lip in anticipation. God, she couldn't wait. _Showtime, Phoenix._

Dawn shut her eyes and fell to her knees. Angel crossed the room to her aide as she shut her eyes and tired to fight whatever it was that was happening. It was getting to hard and hurt so damn much.

"_Can you feel it, Nib, scouring out that thing they put in you?"_

She let out a small cry, thrashing even as Angel's arms circled around her. It felt like something had grabbed a hold of her heart and was yanking on it. "Oh, _God_."

There was a moment where her eyes shot open, orange as her soul floated away from her body. No one noticed, more concerned about what had come over her than the color of her eyes. She took deep breaths, sagging into Angel's arms.

"Ow." She murmured to herself. She was half expecting to feel guilty. For tossing Yane across the room. For imagining Spike half the time she and Angel…for not saying anything about Harmony being the spy, for Spike's plan that was coming to pass at the very moment that shy lay on the floor, pretending to be Dawn. She didn't feel bad. At all. A smile crossed her face at the realization. _Bye, bye, Dawnie. Bitch._

"Are you okay?" Angel raised her face to his.

She looked him in the eyes and almost wondered if he could tell. If he loved her enough to see that her blue eyes once again held that mischievous glare that belonged to Phoenix. She knew he couldn't when he continued to hold her close, lovingly.

"Fine." She allowed Angel to help her to her feet. She was so back. Phoenix was back and she'd be damned if she and Harmony stayed any longer than necessary. "I've never felt better." She said to Angel, then hitting him with a right cross and watching him fly onto his back.

A slow smile came over Harmony's face. _It worked! I did it right! The spell worked! Spike is going to be so totally pleased with me! _"Phoenix." She said it in an awed, breathless voice.

"Hiya, boys and girls. In case we haven't met before, my name is Phoenix and I'm going to kill every single one of you." She seemed to pause. "Well, except Harmony."

Hope shook her head, trembling in anger. "And you wonder why I didn't want to work with them. They're our traitors! Right fucking there!" Hope launched herself at Dawn, her leg swinging in a deadly arc to hit Dawn in the chest.

Dawn stumbled back and tilted her head at the slayer. "Can you say, 'that was a mistake'? You hit like _girl_." Dawn lashed out with her own attack, her sharp kick to the jaw sending Hope into Sandris and a heap on the floor.

"_Can you feel it, Nix? The power you'll have back after so many without? Just remember, always remember, no matter what they try to do to you-even if they go as far as your soul, you're Phoenix. The Princess. My princess. Never let the soul stick."_

Yane had to defend himself against Dawn next. There really was no point to it all. It was a battle to the death, and it ended quickly with her snapping his neck savagely. "God, I haven't killed someone in like forever!"

Sandris only had one option. She had to threaten Phoenix. And she'd do it with Harmony. Just as she moved to attack the unaware blonde vampire, a fist shot into her face, knocking her out cold. Connor smirked a bit.

Angel pushed himself to his feet. "Wanna have it out, Phoenix? See how many you can kill before running back to your sire who doesn't even love you?"

"He does love me." Phoenix countered, her posture tensing.

"Where is he then?" Angel asked smartly.

"Here." Spike replied, hitting the dark vampire over the back of the head with a crow bar. He stared at the weapon. "Feels like old times. " He dropped the weapon and looked up at Phoenix.

A grin spread across her face; she'd almost believed Angel. "Spike." Feeling confident once more, she looked at the others, sure that they had lost, that this was the end (and wasn't it?). "It's been fun guys, really. But my poor soul has been on loan from the very night you guys shoved it in me. It's too bad. Because now _I hate all of you_."

-

Sandris glared at the seven others with her in the dungeon-like cellar. They were all in separate cells. and she'd learned the hard way to refrain from touching the glass around her, only so that she wouldn't have to go through nearly being electrocuted to death again. Instead she paced her small space, thinking of escape plans. All she needed was Angel…

Another ex-resistance member to have sold their soul was Gwen Raiden. She sat in a chair by Angel's, filing her nails and checking the time eagerly.

Executions. They'd rebelled against the New World Order and now they would die for it. Connor was the worst traitor of them all; his only job was to protect Harmony for Gunn. Connor had been double agenting as well. His "crush" was a fluke. He fooled them all along, Harmony and Phoenix too.

The door creaked open and Phoenix entered. She was dressed immaculately, like a princess. A long flowing black gown. Her skin as pale as ever, a necklace never seen by Sandris around her neck. There was to be a celebration above tonight, a celebration of the downfall of the Resistance. The Peaceful Era would be soon coming.

She titled her head, tapping her chin as if hard up for a decision. She looked at Angel, never taking her eyes of him as she said to Gwen, "Let me in. Don't lock it."

Gwen did as she was ordered, sending a shock through the cell. The door swung open and Phoenix stepped inside. She sat down in her seat again, readying herself to enjoy whatever show Phoenix was to give.

She pulled out a syringe and looked at Angel disdainfully. "This might be totally cliché, but, any last words?"

"Yeah." Angel replied. "How could you do this to me?"

"What did you think would happen, Angel? I like you-a lot. But I don't love you. That's all Dawnie Soul's job. Me, this me, loves Spike. Hell, we both love Spike. And maybe Connor a bit. He's cute. Though, Faith is kinda busy with him a lot. Between her and Buffy, he's got his hands full."

Angel didn't reply and Dawn, not Phoenix-never Phoenix, said, "Let's make this simple. Lethal injection." She holds up the needle. "Spike's orders."

Angel fought her all the way, even as the needle ended up in his neck. She froze at that result and let him go, watching in dismayed fascination as he began to toss about in agony. Gwen even stood up. She'd never gotten the chance to watch. Not in a really long time-not since Phoenix had last been around.

"Sayonara, Angel." The electric girl said quietly to herself.

Sandris waited and watched with a sadistic fascination as Angel's glass cell was suddenly full of dust. Dawn remained standing inside for a moment before leaving. And at that moment, Sandris understood. Separating Phoenix from Dawn was pure bull. Both sides loved Angel, both loved Spike. That whole speech had been her way to deal with killing one half of her. And that had been Spike's test. Congratulations, Phoenix passed.

She stepped out the cell as the dust settled. Sandris watched as Phoenix slowly walked towards her cell, saying to them all, "Who next? You won't explode like Angel did-except you, Astin-so don't worry about leaving a mess."

Gwen opened the door to Sandris' cell and their eyes met for the longest time. Gwen gave the smallest nod before stepping back to let Phoenix enter. Sandris considered fighting Phoenix, but what would be the point? What would she have but a life of solitude and confinement?

She closed her eyes and sat still as Phoenix eased the syringe into her neck. She had to face it. They all had to face it. What had happened. What the resistance would really ever be.

It burned. She rolled off her cot and squirmed as it continued to burn. She couldn't breathe, she couldn't think. She couldn't-_Willow, see you soon, baby_.

The last thing she saw and heard were cheers from the only trustworthy members of the Resistance as Gwen slammed a stake into Phoenix's back with much flourish. Her eyes then stared sightlessly at the ceiling of her cell as Gwen released the last few vestiges of their purpose and escaped before Spike could realize his princess was dust.

The Resistance would eventually be a failure, and Spike and Illyria would eventually win. But they'd be damned if they didn't go down without fighting to the death and pulling a few tricks from their sleeves.

**_Author's Note:_** The epilogue awaits and that's it.


	7. Epilogue

**Title: **Resistance (7/7)  
**Author:** Miz Thang  
**Characters/Pairing: **Ensemble, Illyria/Spike, DS/Angel, WR/OFC, CG/HK, DS/Spike  
**Rating:** FRM  
**Word Count:** 1479  
**Warnings:** Angst. Melodrama. Romance. Character death.

**Disclaimer:** I don't own anything but the little story's idea. Everything else belongs to who it belongs to.  
**Summary**Let's pretend, that, for a moment, Illyria's great army isn't dead at the end of Shells, and that she begins a great rise to power, and basically, war breaks out. There's only one group that dares intervene, known as the Resistance.

**Notes:** This is an ahead-of-time warning. This story only has five chapters, a prologue and an epilogue. This is supposed to tell the end of the struggle against Illyria. If not, it'd be some long drawn out story about the three hundred and fifty years I skipped. It's also quite possible that there could be a sequel. And oh, this story is Spike/Illyria, among other pairings.

**_Author's Note:_ **This is the end.

_**Epilogue**_

**_-2704-_**

There is much speculation about what happened in that dungeon that day. Some say that it was the end for the Resistance. That after Sandris dropped dead, Dawn had caught Gwen off guard and killed her before finishing all the executions.

Others, the more optimistic ones, say that it couldn't have been the end, that the Resistance will never die. They say that Gwen led the last remaining members to safety and hid for the next three hundred fifty years to rise again and take on Illyria and Spike with an army of their own.

Some of those that believe that the Resistance was still alive also believed that a great battle commenced soon after Gwen staked Phoenix and that many died and only a few survived to restart the secret group.

Only one fact remained no matter the rumors. The Slayer Hope had been caught and murdered before the citizens. The people had crowded in the courtyard of Illyria's palace and watched as Buffy publicly humiliated the girl. They watched as she was hung on Illyria's balcony with sickened interest and none failed to cheer as it was celebrated.

Astin, Sari, Miller Gwen and a new comer by the name of Daphne had watched this on television, watched with guilt and some grief as they lost another slayer. She would be the last one to speak out for another three hundred fifty years.

For months they stayed in the shadows, determined to plan their attacks and save the world from the atrocity that was Illyria. Their saving grace came in a Chinese girl named Xian Yin. She proved herself useful, attacking Harmony one-on-one and slamming the stake into her heart before Gunn's very eyes.

This renewed Resistance paid for this dearly as Daphne was brutally maimed and dismembered in a park one night by Faith, left for mothers to find the next morning. It would toss anyone's stomach to see the body. Gunn had thanked Faith before many in a televised report.

The Resistance was sent deeper into hiding as innocent bystanders were killed, one for each year of Harmony's existence, both vampire and human. The numbers were staggering.

Unbelievably, this was not the largest blow the Resistance faced. It was the two subsequent returns of Phoenix and Angel. She was still the evil Phoenix vampire (brought back by a ritual and the necklace Spike gave her just moments before she ventured down to the executions), while he was souled, innocent and human. Just what Phoenix would want in him. For weeks, they had kept him out of her reach as she stalked him, played mind games, and drove him down until she had him begging her to kill him. And then she did. She brought back Angelus. They tried to stop his rise, but Phoenix, super human key-turned-vampire, was no force to reckon with as the Resistance quickly found out. She made her actions known, showing off her sadistic creation.

Defeat was imminent, but they would not admit to it. No, Angelus, had been sadistic before, but this one-this thing that Dawn-Phoenix-had created. He'd specifically gone after Astin. Astin who had once seen him as an ally, a friend, for three centuries. And now the only vampire on their team had to see him as an enemy. The day that Angelus had smirked and slammed the stake into Astin's chest was a day where reevaluations had to be made. Choices and plans were needed, and soon.

In simple terms, all hell broke loose throughout the next three hundred or so years.

Gwen went after Gunn herself, not that many knew this. She and Gunn had a match that would end all matches, both equal in strength and supernatural energy. It could only end one day. Illyria never told Gunn that her gift of immortality was only to prevent age. Gwen gave her ex-ally the strongest shock she had and watched with intense pleasure as she shoved him off his own balcony and down to his death.

The Dominance, as the Resistance had taken to calling the Illyrian reign, was furious at the development. Gwen had to go into hiding for the longest while as Spike took up the search for her; she fell under his jurisdiction, as a supernatural being that wasn't a slayer or demon. Willow had accidentally given her immortality. Xian Yin more than made up for it, taking to hunting after the ex slayers-turned-vampires as Spike went after Gwen.

Xian Yin was successful in her attempts, as successful as Spike was. The same morning that Phoenix realized her sister was missing was the same morning that the Resistance turned on the news to see the recovery of Gwen's body. Sari herself was sick of these developments. Every night one of the members went out, she would have insomnia, not falling asleep until they returned. She didn't like all the death.

Around the year of 2671, they found the Slayer once more. They rejoiced for a while, glad to have something in their favor. Miller and Xian Yin trained her as best as they could, and Sari kept her from falling under Dawn and Spike's radar. It did not last long, but they never truly expected it to; Sari had never been good at magic.

The Slayer, Tempest, did not fall victim to either Spike or Dawn though, Angelus himself took great pleasure in killing the girl and had made comments about the race to find the next one. Xian Yin had foretold to them of the apocalypse that would come, a final showdown of the Dominance versus the Resistance. She pointed it out as soon as they found the next Slayer named Gale.

She was trained to the best of Xian Yin's ability, but that wouldn't be enough. They wouldn't give up, though; they could never give up and let the Dominance just win. They planned a suicidal ambush, Xian Yin and Gale. They rushed Illyria's palace and intended to kill as many traitors and opponents as possible.

Those that fell included Faith the ex-Slayer, and it was believed for a while (not that the Dominance attempted to stop it) that Connor was dead. He wasn't. Neither Xian Yin nor Gale was informed that Connor had been immortal like Gunn and Gwen had.

Gale was killed not too shortly after that, by Dawn, who had earned herself the name Dark Phoenix. Xian Yin had felt that something bad would happen and had gone out in search of her protégé. All she found was the cold and lifeless body of a girl who had yet to reach the age of fifteen. They couldn't find another slayer in enough time before she could be killed after that.

To be truthful, Xian Yin, Miller and Sari were quite drained after fighting against the Dominance for three hundred and fifty years. Ironically, then, the day that many optimists talked about and the day that Xian Yin had repeatedly prophesized was not as great as they thought. Sandris was right, in either case.

The Dominance won, and the Resistance lost. Dawn, Connor and Angelus had gone to face down the last members. Dawn had drained Xian Yin of her life's blood with a lot of joy, though she'd wished Gwen was still alive just to kill her. Connor had snapped Sari's neck as if she was just a tiny twig and had waited patiently as Angelus faced off Miller. He would be the last surviving member of the Resistance and take all three to kill him.

There would be parades, because the Resistance would be gone, and tales of how the defeat came to be would travel throughout the world. Many different versions would arise, including ones in which the final three members had managed to escape…

Illyria gave a great speech. "Today, Illyrians, we make a great step towards advancement…"

A blue eyed girl with a unique shade of silver hair rolled her eyes. "Right. Advancement. She's still a goddamn tyrant."

"Ssh. If anyone hears you speak against her, we will die for the final time." Her companion said, a girl of darker eyes and vibrantly red hair. She still did not understand, after three and a half years, why it became fashionable to stick out like a beacon.

"Yeah, yeah, I know." The first female says. She turns from the crowd and is followed by her much more uptight friend. "The Resistance is dead, Yin, I understand It, but can we really leave the world like this? Ruled by a blue bitch and her bleached blond ass of a mate?"

Yin, formerly known as Xian Yin, looked around her. "We have to. We cannot ruin this, Sari."

Sari nodded reluctantly. "Right." She started to walk again, "How about an Illyrian burger?"

Xian Yin followed and responded accordingly.

Sandris also wasn't lying when she said there were tricks.

_**END STORY-**_


End file.
